Childhood obesity rates in the US have tripled in the last 30 years and have led to a concomitant increase in the prevalence of type 2 diabetes in young people. Interactive Science in 3D (IS3D) is taking a new approach to these problems by developing a serious game, Bee Tees, for use inside or outside the classroom. Using a beehive as an analogy for the human body, Bee Tees will help children learn the importance of nutrition and physical activity, and how poor choices can lead to obesity and diabetes. IS3D's approach is radically different from other educational software companies as we use fundamental biological processes as our core game mechanics. As a result, players must learn to apply scientific principles to succeed in our games. Once students are engaged, their natural inquisitiveness and desire to beat the game opens their minds to learning more about the underlying science, and facilitates discussions about the processes involved. By integrating industry-leading game engine software with compelling audio tracks, visual elements and novel game mechanics, IS3D is developing a new wave of inquiry-based, interactive videogames. Bee Tees will draw on our experience with our other games, Osy & Nurbits, which use similarly novel abstract approaches to help students learn osmosis and neuroscience, respectively. Bee Tees will be a health-focused game that puts the player in control of a virtual beehive. To succeed in Bee Tees, players must manage the hive's inputs and outputs to keep the hive healthy (i.e., in homeostasis). If they fail to manage their resources, the hive will deteriorate in a manner that mimics the complications that occur in people with Type 2 diabetes. By playing Bee Tees, students will learn the importance of balancing energy inputs (food) with energy expenditures (physical activity) to maintain a healthy body. IS3D will work closely with teachers to ensure that Bee Tees includes learning objectives that are aligned with state and national health and science standards and is teacher-approved for learning, and with students to ensure that Bee Tees is student-approved for fun. Furthermore, Bee Tees will be designed to work across Mac, PC, Web, iOS, Facebook and Android platforms, and be modular and scalable. These latter characteristics of Bee Tees will facilitate monetization of the product through purchases of add-ons and specific lesson plans for use across health and science curricula. This Phase I feasibility study will focus on the development of a beta version of Bee Tees that will then be put into full multi-platform development and rigorous evaluation in Phase II. While Bee Tees alone will not solve the obesity epidemic, we are confident that Bee Tees will provide a much needed new approach to engaging children in nutrition and science education. Of equal importance, Bee Tees will demonstrate that a serious videogame can be fun, educational and commercially viable.